Common use of Authority; No Violations Clause in Contracts

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; (ii) require any Consent to be obtained by such Seller which will not have been obtained at the Closing; (iii) result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; or (iv) result in the creation of any Encumbrance upon such Seller’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a party.

Authority; No Violations. (a) Such Seller Buyer has full right, power, power and authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyperform Buyer’s obligations hereunder, and to perform such Seller’s obligations hereunder the execution, delivery and thereunderperformance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement and each Ancillary Agreement to which such Seller is constitutes a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a partyby Buyer, nor the consummation by such Seller Buyer of the Transactions, or compliance by such Seller Buyer with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law or OrderLaw; (iiiii) require any Consent to be made or obtained by such Seller which will not have been obtained at the ClosingBuyer; (iiiiv) result in a violation or breach by such Seller Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller Buyer is a party, or by which such Seller Buyer or any of its properties or assets may be bound; or (ivv) result in the creation of any Encumbrance upon such SellerBuyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any of the Ancillary Agreements. There is no Proceeding pending or, to the knowledge of such SellerBuyer, threatened, against such Seller Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller Buyer to perform its obligations hereunder on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a partybasis.

Authority; No Violations. (a) Such Seller Buyer has full right, power, power and authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyperform Buyer’s obligations hereunder, and to perform such Seller’s obligations hereunder the execution, delivery and thereunderperformance by Buyer of this Agreement has been duly authorized by all necessary corporate or other similar action on the part of Buyer. This Agreement and each Ancillary Agreement to which such Seller is constitutes a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations obligation of such SellerBuyer, enforceable against such Seller Buyer in accordance with their respective its terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each any Ancillary Agreement to which such Seller is a partyby Buyer, nor the consummation by such Seller Buyer of the Transactions, or compliance by such Seller Buyer with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of Buyer; (ii) violate any applicable Law or OrderLaw; (iiiii) require any Consent to be made or obtained by such Seller which will not have been obtained at the ClosingBuyer; (iiiiv) result in a violation or breach by such Seller Buyer of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller Buyer is a party, or by which such Seller Buyer or any of its properties or assets may be bound; or (ivv) result in the creation of any Encumbrance upon such SellerBuyer’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effectmaterially impair or delay Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreement. There is no Proceeding pending or, to the knowledge of such SellerBuyer, threatened, against such Seller Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller Buyer to perform its obligations hereunder on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a partybasis.

Authority; No Violations. (ai) Such Seller Parent has full right, power, all requisite authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyAgreement, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder willto consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent. This Agreement has been duly and validly executed and delivered by Parent and constitutes a valid and binding agreement of Parent, enforceable against it in accordance with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; its terms. (ii) require any Consent to be obtained The execution and delivery of this Agreement by such Seller which Parent does not or will not have been obtained at not, as the Closing; (iii) result in a violation or breach case may be, and the performance of this Agreement and the consummation by such Seller of, conflict withParent of the Merger and the other actions contemplated hereby will not, result in a termination of, contravene or constitute or will constitute Violation pursuant to: (with or without due notice or lapse of time or bothA) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any provision of the terms, conditions Certificate of Formation or provisions Limited Liability Company Operating Agreement of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; Parent or (ivB) result in the creation of any Encumbrance upon such Seller’s properties or assets, in each case of clauses (i) through (iv), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There Effect on Parent, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any Contract, Laws or Orders applicable to Parent or its properties or assets. (iii) No consent, approval, order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is no Proceeding pending orrequired by or with respect to Parent in connection with the execution and delivery of this Agreement by Parent or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the Exchange Act, (B) the DGCL with respect to the knowledge filing of the Agreement of Merger and appropriate documents with the relevant authorities of other states in which the Parent is qualified to do business, (C) rules and regulations of NASDAQ and (D) such Sellerconsents, threatenedapprovals, against such Seller thatorders, authorizations, registrations, declarations and filings the failure of which to make or obtain would not, individually or in the aggregate, would reasonably be expected have a Material Adverse Effect on Parent. The Consents, approvals, orders, authorizations, registrations, declarations and filings required under or in relation to prevent or materially impair or delay the ability of such Seller foregoing clauses (A) through (D) are hereinafter referred to perform on a timely basis his or her obligations hereunder or under each Ancillary as the "Parent Required Consents". The parties hereto agree that references in this Agreement to which "obtaining" Parent Required Consents means obtaining such Seller is consents, approvals or authorizations, making such registrations, declarations or filings, giving such notices; and having such waiting periods expire as are necessary to avoid a partyviolation of Law or an Order.

Authority; No Violations. (a) Such Seller has Each of Parent and Sub have full right, power, corporate power and authority and legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Sub and the consummation by Parent and Sub of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of each Ancillary of Parent and Sub. Except for the filing of the Certificate of Merger and the approval of the shareholders of Sub, no other corporate proceedings on the part of Parent or Sub are necessary to approve this Agreement to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunderconsummate the transactions contemplated hereby. This Agreement has been duly and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute validly executed and delivered by Parent and Sub and (assuming the due authorization, execution and delivery by each of the other parties thereto), Company) constitutes a valid and legally binding obligations obligation of such SellerParent and Sub, enforceable against such Seller Parent and Sub in accordance with their respective its terms, except as limited by subject to the effect of any applicable bankruptcy, insolvencyreorganization, insolvency (including, without limitation, all laws relating to fraudulent conveyance, reorganizationtransfers), moratorium or similar Laws laws affecting creditors' rights and remedies generally and subject, as to enforceability, to the enforcement effect of creditors’ rights or by general principles of equity, equity (regardless of whether such enforceability is considered in a court of law, a court of proceeding in equity or otherwise (the “Bankruptcy and Equity Exception”at law). (b) Neither the execution, execution and delivery and performance by such Seller of this Agreement or by each Ancillary Agreement to which such Seller is a partyof Parent and Sub, nor the consummation by such Seller either Parent or Sub, as the case may be, of the Transactionstransactions contemplated hereby, or nor compliance by such Seller either Parent or Sub with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder willhereof, with or without the giving of notice, the termination of any grace period or both: will (i) violate any applicable Law violate, conflict with or Order; (ii) require any Consent to be obtained by such Seller which will not have been obtained at the Closing; (iii) result in a violation breach of any provision of the Certificate of Incorporation or breach by such Seller ofBylaws of Parent, or Sub, as the case may be, or (ii)(x) violate any statute, code, ordinance, rule, regulations, judgment, order, writ, decree or injunction applicable to Parent or Sub or any of their respective properties or assets, or (y) violate, conflict with, result in a termination ofbreach of any provisions of or the loss of any benefit under, contravene constitute a default (or constitute or will constitute (any event which, with or without due notice or lapse of time time, or both, would constitute a default) under, result in the termination of or a default (or give rise to any right of terminationtermination or cancellation under, cancellationaccelerate the performance required by, payment or acceleration) under result in the creation of any lien, pledge, security interest, charge or other encumbrance upon any of the terms, conditions or provisions of any Contract note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which such Seller Parent or Sub is a party, or by which such Seller they or any of its their respective properties or assets may be bound; bound or (iv) result in the creation of any Encumbrance upon such Seller’s properties or assets, in each case of clauses (i) through (iv), as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each Ancillary Agreement to which such Seller is a partyaffected.

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each of the Ancillary Agreement Agreements to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; , (ii) require any Consent to be obtained by such Seller which will not have been obtained at assuming the Closing; (iii) Required Consents are obtained, result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; , or (iviii) result in the creation of any Encumbrance upon such Seller’s properties or assetsthe Purchased Interests, except, in each the case of clauses (iii) through - (iviii), as for any violation, breach, conflict, default or right of termination, cancellation, redemption, payment or acceleration that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectbe material to the Seller. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each of the Ancillary Agreement Agreements to which such Seller is a party.

Authority; No Violations. (a) Such Seller has full right, power, authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each of the Ancillary Agreement Agreements to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each of the Ancillary Agreement Agreements to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder will, with or without the giving of notice, the termination of any grace period or both: (i) violate any applicable Law or Order; , (ii) require any Consent to be obtained by such Seller which will not have been obtained at assuming the Closing; (iii) Required Consents are obtained, result in a violation or breach by such Seller of, conflict with, result in a termination of, contravene or constitute or will constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, payment or acceleration) under any of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller or any of its properties or assets may be bound; , or (iviii) result in the creation of any Encumbrance upon such Seller’s properties or assetsthe Purchased Interests, except, in each the case of clauses (i) through (ivii)—(iii), as for any violation, breach, conflict, default or right of termination, cancellation, redemption, payment or acceleration that would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effectbe material to the Seller. There is no Proceeding pending or, to the knowledge of such Seller, threatened, against such Seller that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the ability of such Seller to perform on a timely basis his or her obligations hereunder or under each of the Ancillary Agreement Agreements to which such Seller is a party.

Authority; No Violations. (ai) Such Seller The Company has full right, power, all requisite corporate power and authority and legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is a partyAgreement, and to perform such Seller’s obligations hereunder and thereunder. This Agreement and each Ancillary Agreement to which such Seller is a party constitute, or upon execution will constitute (assuming due authorization, execution and delivery by each of the other parties thereto), valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Laws affecting the enforcement of creditors’ rights or by general principles of equity, whether such enforceability is considered in a court of law, a court of equity or otherwise (the “Bankruptcy and Equity Exception”). (b) Neither the execution, delivery and performance by such Seller of this Agreement or each Ancillary Agreement to which such Seller is a party, nor the consummation by such Seller of the Transactions, or compliance by such Seller with any of the terms or provisions hereof and thereof or performance of its obligations hereunder and thereunder willto consummate the transactions contemplated hereby, with subject in the case of the consummation of the Merger to the approval of this Agreement by the Required Company Vote (as defined in Section 3.01(k)). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate or without shareholder proceedings on the giving part of noticethe Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than in the case of the consummation of the Merger, the termination approval of any grace period or both: (i) violate any applicable Law or Order; this Agreement by the Required Company Vote). This Agreement has been duly and validly executed and delivered by the Company and constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms. (ii) require any Consent to be obtained The execution and delivery of this Agreement by such Seller which the Company do not or will not have been obtained at not, as the Closing; (iii) case may be, and the performance of the Agreement and the consummation of the Merger by the Company and the other transactions contemplated hereby will not, result in a any violation or breach by such Seller of, conflict with, result in a termination of, contravene with or constitute or will constitute a default (with or without due notice or lapse of time time, or both) a default (under, or give rise to any a right of termination, cancellationamendment, payment cancellation or acceleration) under acceleration of any obligation or the loss of a benefit under, or the creation of an Encumbrance on any assets of the terms, conditions or provisions of any Contract or other instrument or obligation to which such Seller is a party, or by which such Seller Company or any of its properties Subsidiaries (any such violation, default, right of termination, amendment, cancellation or assets may be bound; acceleration, loss or creation, a "Violation") pursuant to: (A) any provision of the Certificate of Incorporation or By-laws or similar organizational document of the Company or any Subsidiary of the Company, or (ivB) result in the creation of any Encumbrance upon such Seller’s properties or assets, in each case of clauses (i) through (iv), except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. There Effect on the Company, subject to obtaining or making the consents, approvals, orders, authorizations, registrations, declarations and filings referred to in paragraph (iii) below, any loan or credit agreement, note, mortgage, bond, indenture, lease, benefit plan or other agreement, obligation, instrument, permit, concession, franchise, or license to which the Company or any of its Subsidiaries is no Proceeding pending ora party or by which any of them or any of their properties or assets may be bound (collectively, "Contracts"), or any statute, law, ordinance, rule, regulation, whether federal, state, local or foreign (collectively, "Laws"), or any judgment, order, writ, injunction or decree, whether federal, state, local or foreign (collectively, "Orders") applicable to the knowledge Company or any Subsidiary of such Sellerthe Company or their respective properties or assets. (iii) No consent, threatenedapproval, against such Seller thatpermit, individually order or authorization of, or registration, declaration or filing with, or notice to, any foreign, supranational, national, federal, state, municipal or local government, any instrumentality, subdivision, court, administrative agency or commission or other authority thereof, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi governmental authority (a "Governmental Entity"), is required by or with respect to the Company or any Subsidiary of the Company in connection with the execution and delivery of this Agreement by the Company or the performance of this Agreement and the consummation of the Merger and the other transactions contemplated hereby, except for those required under or in relation to (A) the aggregateSecurities Exchange Act of 1934, would reasonably be expected as amended (the "Exchange Act"), (B) the DGCL with respect to prevent or materially impair or delay the ability filing of such Seller to perform on a timely basis his or her obligations hereunder or under each Ancillary the Agreement to which such Seller is a party.of Merger and the filing of the Certificate of Merger and other